© Copyright 2017 Carrow Medical Limited.



The following terms and conditions ("the Conditions") are the terms on which Carrow Medical Limited ("the Company) sells to other businesses and supersede all other terms and conditions previously used by the Company.

1. Orders, Price and Payment
1.1 No contract shall come into existence until the Company confirms the order for goods, either verbally, or for special items in writing.
1.2 The price (Exclusive of VAT) for the goods shall be the quoted price (valid for 30 days) of the Company and payment of the price shall be made by the Buyer within 30 days of the date (the Due Date) of the invoice for the goods.
1.3 If the price is not paid by the due date, the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgment on the unpaid portion of the price at the rate of eight per cent above the base rate from time to time of the National Westminster Bank.
1.4 Orders cancelled by the Buyer must be reported to the Company within 7 working days and be agreed by the Company. Dependent on the circumstances, a handling fee of 15% will be payable by the Buyer plus any carriage charge. Orders made especially for a customer cannot be cancelled.
1.5 Orders placed by the Buyer for goods that are VAT exempt must be accompanied by the relevant signed statement
1.6 Quotations made by the Company for the Buyer are valid for a period of 30 days.
1.7 Sterilised products cannot be returned if opened.

2. Goods
The description and quality of the goods (or services) shall be as set out in a quotation provided by the Company, or as described in the Company catalogue or leaflet.

3. Delivery
The Company shall deliver the goods to the Buyer's address on the date agreed; time shall not be the essence of delivery. As the Company uses third party carriers, the Company cannot be held responsible for any delays that are beyond its control or any consequences from such a delay. The Company will always inform the customer of any delay in the shipment of their goods due to the manufacturing process. Prices quoted are subject to a delivery charge as agreed with the Buyer.

4. Acceptance
The Company must be advised of any defects or shortages in the goods as soon as they are discovered by the Buyer, who shall be deemed to have accepted the goods if they have not been rejected on or before the fifth working day after the delivery. The Buyer shall not be entitled to reject the goods in whole or in part thereafter.

5. Title and Risk
The goods shall be at the risk of the Buyer following delivery and notwithstanding delivery, title in the goods shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company, failing which, the Company shall have the right to repossess or otherwise recover the goods. The Customer is advised to check that they have the latest copy indicated by the reference number, listed above.

6. Limitation of Liability
6.1 Complaints by the Buyer in respect of goods alleged to be defective should not be grounds for the Buyer to withhold the payment of amounts due to the Company. Should the complaint prove to be justified, the Company shall, at its option, replace the same or refund to the Buyer the price of the goods and in no circumstances will liability exceed the cost of replacement or the price paid by the Buyer for the goods. The Buyer must always read the instruction cards fully before use is made of the goods.
6.2 Without prejudice to condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer in any way from this agreement.

7. Force Majeure
The Company shall not be liable for any default due to any circumstances beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake, or shortage of supply.

8. General
8.1 If any term or provision of these conditions is held invalid, illegal or unenforceable for any reason by any court or competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
8.2 The Company may without the consent of the Buyer sub-license its rights or obligations or any part of these conditions.
8.3 The headings in these conditions are for ease of reference only and shall not affect the interpretation of these conditions.

9. Contract
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.

10. Entire Agreement
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this agreement and that its only remedies shall be for breach of contract.

11. Governing Law and Jurisdiction
The Laws of England and Wales shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.

12. Our Terms and Conditions reflect current European and English Laws.

13. Export Terms
13.1 Where the goods are supplied for export from the United Kingdom, the provisions of this clause 13 shall (subject to any special terms agreed in writing between the Buyer and Seller) apply notwithstanding any other provisions of these conditions.
13.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
13.3 Unless otherwise agreed in writing between the Buyer and the Seller, the Buyer shall insure the goods from the point of delivery.
13.4 Where the Goods are supplied for export to a non-European Community country, payment of all amounts due to the Seller shall be made by such a method as is separately agreed between the Buyer and Seller in each case or in the absence of such agreement in accordance with these Conditions.

14. Proper Law
The Contract shall be governed by and construed in accordance with the Laws of England and Wales and the Buyer submits to the jurisdiction of the Courts of England and Wales and the Seller may enforce the Contract in any part of the World.

15. Notices
Any notice given under or pursuant to the Contract may be sent by hand or by post (including registered post or recorded delivery) or transmitted by telex, telegram or other means of telecommunication, resulting in receipt of a written communication in permanent form, and if so sent or transmitted to the address as the party may by notice to the other substituted, therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received at the address in normal business hours.